Goldstream Investment Limited — Proxy Solicitation & Information Statement 2009

Nov 23, 2009

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, company secretary, professional accountant or other professional adviser.

If you have sold or transferred all your shares in International Elite Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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INTERNATIONAL ELITE LTD. 精英國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF PROPERTY

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Independent Board Committee is set out on page 12 of this circular and a letter from KGI Capital to the Independent Board Committee and the Independent Shareholders is set out on pages 13 to 19 of this circular.

A notice convening the EGM to be held at Plaza 1&2, Lower Lobby, Novotel Century Hong Kong, No. 238 Jaffe Road, Wan Chai, Hong Kong on Friday, 11 December 2009 at 10:00 a.m. is set out on pages 32 to 34 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

24 November 2009

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . .	DEFINITIONS . . . . . . . . . . . . . . . . . .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	The Sale and Purchase Agreements		. . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	Funding of the Acquisition	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
4.	Original purchase cost of the Property, rental payment
	and the valuation of the Property		. . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
5.	Reasons for and benefits of	the Acquisition . . . . . . . . . . . . . . . . . . . . .		9
6.	Financial effect of the Acquisition		. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7.	Information of the Group .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	Listing Rules Implications	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
9.	The EGM . . . . . . . . . . . . .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
10.	Voting at the EGM . . . . . .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
11.	Recommendation . . . . . . .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
12.	Additional information . .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
**LETTER FROM THE INDEPENDENT **		BOARD COMMITTEE . . . . . . . . . . . . . . .		12
LETTER FROM KGI CAPITAL . . . . .		. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX I – VALUATION REPORT ON THE PROPERTY . . . . . . . . . . . . . . .				20
APPENDIX II – GENERAL INFORMATION			. . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
NOTICE OF EGM . . . . . . . . . . . . . . .		. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “1st Consideration”

RMB5,570,000 (approximately HK$6,322,000), being the consideration payable by China Elite to Mr. Li under the 1st Sale and Purchase Agreement

• “2nd Consideration”

• RMB34,930,000 (approximately HK$39,648,000), being the consideration payable by China Elite to Mr. Li under the 2nd Sale and Purchase Agreement

• “1st Property”

• the premises situated at level 1, No. 67 West Tang Xin Street, Guanghua Road, Baiyun District, Guangzhou City, Guangdong Province, the PRC (中國廣東省廣州市白雲區廣花路棠新西街67號首層)

• “2nd Property”

• the premises situated at levels 2 to 7, No. 67 West Tang Xin Street, Guanghua Road, Baiyun District, Guangzhou City, Guangdong Province, the PRC (中國廣東省廣州市白雲區廣花路棠新西街67號2-7層)

• “1st Sale and Purchase Agreement”

• the sale and purchase agreement in relation to the acquisition of the 1st Property entered into between China Elite and Mr. Li dated 10 November 2009

• “2nd Sale and Purchase Agreement”

• the sale and purchase agreement in relation to the acquisition of the 2nd Property entered into between China Elite and Mr. Li dated 10 November 2009

• “Acquisition”

• the acquisition of the Property pursuant to the Sale and Purchase Agreements

• “Announcement”

• the announcement dated 11 November 2009 and made by the Company in relation to, among others, the Acquisition

• “associate(s)”

• the meaning ascribed thereto in the Listing Rules

• “Board”

• the board of Directors

• “Business Day”

• a day (other than a Saturday or Sunday) on which banks are open for business in Hong Kong

– 1 –

DEFINITIONS

• “China Elite”

• “Company”

• “Completion”

• “connected person(s)”

• “CRM”

• “Directors”

• “EGM”

• “Group”

• “HK$”

• “Hong Kong”

• “Independent Board Committee”

• “Independent Shareholders”

• 廣州盛華信息有限公司 (China Elite Info. Co., Ltd.), a company incorporated in the PRC on 18 July 2000 under the laws of the PRC with limited liability, an indirect wholly-owned subsidiary of the Company

• International Elite Ltd., a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

• completion of the Acquisition

• the meaning ascribed thereto in the Listing Rules

• customer relationship management, the process of providing services to customers using the communication and computer networks. CRM service is also known as call centre service or customer care centre service in the PRC

• the directors of the Company

• the extraordinary general meeting of the Company to be held on Friday, 11 December 2009 at 10:00 a.m. at Plaza 1&2, Lower Lobby, Novotel Century Hong Kong, No. 238 Jaffe Road, Wan Chai, Hong Kong or any adjournment thereof, for the purpose of considering and, if thought fit, approving, among other things, the Acquisition, the notice of which is set out on pages 32 to 34 of this circular

• the Company and its subsidiaries

• Hong Kong dollars, the lawful currency of Hong Kong

• the Hong Kong Special Administrative Region of the People’s Republic of China

• the independent committee of the Board formed to advise the Independent Shareholders in respect of the Acquisition

• the Shareholders other than Mr. Li, his associates and other person(s) with a material interest in the Acquisition

– 2 –

DEFINITIONS

• “Independent Third Party(ies)”

• independent third party or parties and its/their ultimate beneficial owner(s) who is/are independent of the Company and is/are not the connected person(s) of the Company

• “KGI Capital”

• KGI Capital Asia Limited, a licensed corporation under the SFO to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities, which has been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition

• “Latest Practicable Date”

• 19 November 2009, being the latest practicable date prior to the printing of this circular for inclusion of certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Model Code”

• the Model Code for Securities Transactions by Directors of Listed Issuers

• “Mr. Li”

• Mr. Li Kin Shing, an executive Director, chief executive officer and a substantial shareholder of the Company

• “PRC”

• the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Property”

• the 1st Property and the 2nd Property

• “RMB”

• Renminbi yuan, the lawful currency of the PRC

• “Sale and Purchase Agreements”

• the 1st Sale and Purchase Agreement and the 2nd Sale and Purchase Agreement, details of which are set out in “The Sale and Purchase Agreements” of this circular

• “SFO”

The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)”

• ordinary share(s) of HK$0.01 each in the share capital of the Company

– 3 –

DEFINITIONS

“Shareholder(s)”

holders of Share(s)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“substantial shareholder”

the meaning ascribed thereto in the Listing Rules

“Tenancy Agreement”

the existing tenancy agreement entered into between China Elite (as tenant) and Mr. Li (as landlord) dated 8 October 2007 pursuant to which the Property (except Unit B on Level 4) is leased to the Group for a term commencing from 8 October 2007 and expiring on 31 December 2009 at a monthly rental of RMB85,000 (approximately HK$97,000) inclusive of taxes on business and tenancy registration fee etc. relating to the tenancy

“Vendor” Mr. Li

“%” per cent.

For the purpose of this circular, unless otherwise indicated, the exchange rate at HK$1.00 = RMB0.881 has been used, where applicable, for purpose of illustration only and does not constitute a representation that any amounts have been, could have been, or may be exchanged.

– 4 –

LETTER FROM THE BOARD

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INTERNATIONAL ELITE LTD. 精英國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

Executive Directors: Kwok King Wa (Chairman) Li Kin Shing (Chief Executive Officer) Li Yin Wong Kin Wa Li Wen

Registered office: Portcullis TrustNet (Cayman) Ltd. Marquee Place, Suite 300 430 West Bay Road, P.O. Box 32052 Grand Cayman KY1-1208 Cayman Islands

Independent non-executive Directors: Cheung Sai Ming Chen Xue Dao Tang Yue

Head office and principal place of business in Hong Kong: Room 3809-3810 Hong Kong Plaza 188 Connaught Road West Hong Kong

24 November 2009

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF PROPERTY

1. INTRODUCTION

It was announced in the Announcement that on 10 November 2009, China Elite, an indirect wholly-owned subsidiary of the Company entered into the Sale and Purchase Agreements with Mr. Li pursuant to which China Elite agreed to purchase, and Mr. Li agreed to sell, the Property for an aggregate consideration of RMB40,500,000 (approximately HK$45,970,000).

The purpose of this circular is to set out (i) details of the Acquisition and the Sale and Purchase Agreements; (ii) the recommendation of the Independent Board Committee regarding the Sale and Purchase Agreements and the transactions contemplated thereunder to the Independent Shareholders; (iii) a letter from KGI Capital containing its advice to the Independent Board Committee on the Sale and Purchase Agreements and the transactions contemplated thereunder; and (iv) a notice of the EGM.

– 5 –

LETTER FROM THE BOARD

2. THE SALE AND PURCHASE AGREEMENTS

THE 1ST SALE AND PURCHASE AGREEMENT

Date

10 November 2009

Parties

1. China Elite, as the purchaser. China Elite is an indirect wholly-owned subsidiary of the Company and is principally engaged in the provision of CRM services to PRC and overseas customers of the Group.

2. Mr. Li, as the Vendor. Mr. Li is an executive Director, chief executive officer and a substantial shareholder of the Company. As at the Latest Practicable Date, approximately 72.57% of the issued share capital of the Company was owned by Mr. Li.

Sale and Purchase

Pursuant to the 1st Sale and Purchase Agreement, the Vendor agreed to sell, and China Elite agreed to purchase, the 1st Property subject to the terms contained therein.

Property

The 1st Property comprises the first level of an industrial building with a total gross floor area of approximately 1,025 square meters. Upon Completion, the 1st Property will continue to be used as one of the Group’s CRM services centres and offices and the parties to the Tenancy Agreement have agreed to terminate the Tenancy Agreement upon Completion without any claims against each other.

Consideration

The consideration under the 1st Sale and Purchase Agreement is RMB5,570,000 (approximately HK$6,322,000). The 1st Consideration shall be paid by cash in the following manner:

1. RMB835,500 (approximately HK$948,000), representing 15% of the 1st Consideration, is payable on or before 20 November 2009;

2. RMB835,500 (approximately HK$948,000), representing 15% of the 1st Consideration, is payable on or before 26 November 2009;

3. RMB1,114,000 (approximately HK$1,264,000), representing 20% of the 1st Consideration, is payable on or before 15 December 2009; and

– 6 –

LETTER FROM THE BOARD

1. RMB2,785,000 (approximately HK$3,161,000), representing 50% of the 1st Consideration, is payable on or before 29 December 2009.

In the event the condition(s) to the 1st Sale and Purchase Agreement has not been fulfilled on or before 31 December 2009, any amount paid by China Elite to Mr. Li under the 1st Sale and Purchase Agreement shall be refunded to China Elite on 31 December 2009 without interest.

Conditions

The 1st Sale and Purchase Agreement is conditional upon, inter alia, the passing by the Independent Shareholders of a resolution to approve the 1st Sale and Purchase Agreement at the EGM.

As at the Latest Practicable Date, the above condition has not been fulfilled.

The terms of the 1st Sale and Purchase Agreement (including the 1st Consideration) are on normal commercial terms which were determined after arm’s length negotiations between the Group and the Vendor by reference to an independent assessment of the valuation of the Property conducted by RHL Appraisal Limited, an independent valuer.

Completion

It is expected that completion for the 1st Sale and Purchase Agreement will take place within 30 days from the date of fulfilment of the condition(s) of the 1st Sale and Purchase Agreement.

THE 2ND SALE AND PURCHASE AGREEMENT

Date

10 November 2009

Parties

1. China Elite, as the purchaser. China Elite is an indirect wholly-owned subsidiary of the Company and is principally engaged in the provision of CRM services to PRC and overseas customers of the Group.

2. Mr. Li, as the Vendor. Mr. Li is an executive Director, chief executive officer and a substantial shareholder of the Company. As at the Latest Practicable Date, approximately 72.57% of the issued share capital of the Company was owned by Mr. Li.

– 7 –

LETTER FROM THE BOARD

Sale and Purchase

Pursuant to the 2nd Sale and Purchase Agreement, the Vendor agreed to sell, and China Elite agreed to purchase, the 2nd Property subject to the terms contained therein.

Property

The 2nd Property comprises a portion of an industrial building with a total gross floor area of approximately 6,425 square meters. Upon Completion, the 2nd Property will continue to be used as one of the Group’s CRM services centres and offices and the parties to the Tenancy Agreement have agreed to terminate the Tenancy Agreement upon Completion without any claims against each other.

Consideration

The consideration under the 2nd Sale and Purchase Agreement is RMB34,930,000 (approximately HK$39,648,000). The 2nd Consideration shall be paid by cash in the following manner:

1. RMB5,239,500 (approximately HK$5,947,000), representing 15% of the 2nd Consideration, is payable on or before 20 November 2009;

2. RMB5,239,500 (approximately HK$5,947,000), representing 15% of the 2nd Consideration, is payable on or before 26 November 2009;

3. RMB6,986,000 (approximately HK$7,930,600), representing 20% of the 2nd Consideration, is payable on or before 15 December 2009; and

4. RMB17,465,000 (approximately HK$19,824,000), representing 50% of the 2nd Consideration, is payable on or before 29 December 2009.

In the event the condition(s) to the 2nd Sale and Purchase Agreement has not been fulfilled on or before 31 December 2009, any amount paid by China Elite to Mr. Li under the 2nd Sale and Purchase Agreement shall be refunded to China Elite on 31 December 2009 without interest.

Conditions

The 2nd Sale and Purchase Agreement is conditional upon, inter alia, the passing by the Independent Shareholders of a resolution to approve the 2nd Sale and Purchase Agreement at the EGM.

As at the Latest Practicable Date, the above condition has not been fulfilled.

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LETTER FROM THE BOARD

The terms of the 2nd Sale and Purchase Agreement (including the 2nd Consideration) are on normal commercial terms which were determined after arm’s length negotiations between the Group and the Vendor by reference to an independent assessment of the valuation of the Property conducted by RHL Appraisal Limited, an independent valuer.

Completion

It is expected that completion for the 2nd Sale and Purchase Agreement will take place within 30 days from the date of the fulfilment of condition(s) of the 2nd Sale and Purchase Agreement.

3. FUNDING OF THE ACQUISITION

The aggregated consideration of the Acquisition amounted to RMB40,500,000 (approximately HK$45,970,000). The Acquisition will be funded by internal resources. The Directors (including the independent non-executive Directors) consider that the terms of each of the Sale and Purchase Agreements are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

4. ORIGINAL PURCHASE COST OF THE PROPERTY, RENTAL PAYMENT AND THE VALUATION OF THE PROPERTY

Mr. Li, the vendor to the Sale and Purchase Agreements, entered into a sale and purchase agreement in relation to the acquisition of the Property at an aggregate consideration of RMB14,400,000 (approximately HK$16,345,000) in or about March 1993. The Property (except Unit B on Level 4) is presently leased to China Elite under the Tenancy Agreement which will expire on 31 December 2009 at a monthly rental payment of RMB85,000 (approximately HK$97,000). The Consideration has been agreed by the Group and Mr. Li after arm’s length negotiations and has been determined with reference to the valuation of the Property of RMB40,500,000 (approximately HK$45,970,000) as of 23 October 2009 appraised by an independent property valuer, RHL Appraisal Limited by adopting direct comparison approach by making reference to comparable sales transactions as available in the relevant market and taking into account the rental income derived from the existing tenancy with due allowance for the reversionary income potential of the property interests.

5. REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group currently occupies the Property (except Unit B on Level 4 which is currently owned by Mr. Li and upon Completion the said Unit B on Level 4 will also be owned and occupied by the Group) under the Tenancy Agreement. The Group intends to acquire the Property and continue to use as the Group’s CRM services centres and offices. The Acquisition will help the Group in saving future rental payment and will reduce the continuing connected transaction of the Company.

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LETTER FROM THE BOARD

6. FINANCIAL EFFECT OF THE ACQUISITION

The Acquisition will be funded by internal resources. The Property will be included in the Company’s consolidated balance sheet and classified under property, plant and equipment. Save for the expected depreciation expenses of the Property, the Directors believe that the Acquisition will not have any significant effect on the earnings and assets and liabilities of the Group.

7. INFORMATION OF THE GROUP

The Group is a CRM outsourcing service provider focusing on Hong Kong, Macau and the PRC markets.

8. LISTING RULES IMPLICATIONS

Pursuant to Rules 14A.25 and 14A.26 of the Listing Rules, the 1st Sale and Purchase Agreement and the 2nd Sale and Purchase Agreement have been aggregated. As the applicable percentage ratio(s) (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Acquisition is 5% or more but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules. In addition, Mr. Li is an executive Director, chief executive officer and a substantial shareholder of the Company. As of the Latest Practicable Date, approximately 72.57% of the issued share capital of the Company was owned by Mr. Li. Mr. Li is therefore a connected person of the Company under the Listing Rules. The Acquisition therefore constitutes a connected transaction and is subject to the requirements of reporting, announcement and approval of the Independent Shareholders at the EGM. Mr. Li and his associates, who together held 686,680,000 Shares, representing approximately 72.57% of the issued share capital of the Company as of the Latest Practicable Date, and any connected person with a material interest in the Acquisition are required to abstain from voting in respect of the approval of the Acquisition at the EGM.

9. THE EGM

The Company will convene the EGM on Friday, 11 December 2009 to pass the ordinary resolution(s) to approve the Acquisition and the transactions contemplated therein.

Notice of the EGM is set out on pages 32 to 34 of this circular. A form of proxy for use by the Independent Shareholders at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (or any adjournment thereof). Completion and return of the form of proxy will not

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LETTER FROM THE BOARD

preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. VOTING AT THE EGM

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meeting must be taken by poll. The chairman of the EGM will therefore demand a poll for every resolution put to vote at the EGM pursuant to Article 66 of the articles of association of the Company.

11. RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on page 12 of this circular which contains the recommendation of the Independent Board Committee to the Independent Shareholders concerning the Sale and Purchase Agreements and the transactions contemplated thereunder and the letter from KGI Capital set out on pages 13 to 19 of this circular containing its advice to the Independent Board Committee and the Independent Shareholders in this regard. The Independent Board Committee, having taken into account the advice of KGI Capital in relation to the Sale and Purchase Agreements and the transactions contemplated thereunder, is of the opinion that the Sale and Purchase Agreements and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM to approve the Sale and Purchase Agreements and the transactions contemplated thereunder.

12. ADDITIONAL INFORMATION

Your attention is also drawn to the valuation report and general information as set out in Appendix I and Appendix II to this circular, respectively.

Yours faithfully By order of the Board International Elite Ltd. Kwok King Wa Chairman

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the Acquisition.

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INTERNATIONAL ELITE LTD. 精英國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

24 November 2009

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF PROPERTY

We have been appointed as members of the Independent Board Committee to advise you in respect of the Sale and Purchase Agreements and the transactions contemplated thereunder, details of which are set out in the “Letter from the Board” on pages 5 to 11 of the circular of the Company dated 24 November 2009 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless specified otherwise.

We wish to draw your attention to the “Letter from the Board” as set out on pages 5 to 11 of the Circular and the “Letter from KGI Capital” as set out on pages 13 to 19 of the Circular.

Having taken into account the advice and recommendation of KGI Capital, we consider that the terms of the Sale and Purchase Agreements and the transactions contemplated thereunder including but not limited to the Acquisition are on normal commercial terms and are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the EGM as set out in the notice convening such meeting on pages 32 to 34 of this circular.

Yours faithfully Independent Board Committee Mr. Tang Yue Mr. Chen Xue Dao Mr. Cheung Sai Ming

Independent non-executive Directors

– 12 –

LETTER FROM KGI CAPITAL

Set out below is the text of the letter of advice from KGI Capital Asia Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders of International Elite Ltd., prepared for inclusion in this circular.

41/F, Central Plaza 18 Harbour Road Wanchai, Hong Kong Tel: 2878 6888 Fax: 2970 0080

24 November 2009

To the Independent Board Committee and the Independent Shareholders

International Elite Ltd. Room 3809–3810, Hong Kong Plaza 188 Connaught Road West Hong Kong

Dear Sirs or Madams,

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF PROPERTY

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Sale and Purchase Agreements and the transactions contemplated thereunder, particulars of which are set out in the “Letter from the Board” (the “Letter”) contained in the circular to the Shareholders dated 24 November 2009 (the “Circular”), of which this letter forms part. Unless the context requires otherwise, terms used in this letter shall have the same meanings as given to them under the definitions section of the Circular.

As referred to in the Letter, on 10 November 2009, China Elite, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreements with Mr. Li pursuant to which China Elite agreed to purchase, and Mr. Li agreed to sell, the Property for an aggregate consideration of RMB40,500,000 (approximately HK$45,970,000).

Pursuant to Rules 14A.25 and 14A.26 of the Listing Rules, the 1st Sale and Purchase Agreement and the 2nd Sale and Purchase Agreement have been aggregated. As the applicable percentage ratio(s) (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Acquisition is 5% or more but less than 25%, the Acquisition constitutes a

– 13 –

LETTER FROM KGI CAPITAL

discloseable transaction for the Company under Rule 14.06 of the Listing Rules. In addition, Mr. Li is an executive Director, chief executive officer and a substantial shareholder of the Company and is therefore a connected person of the Company under the Listing Rules. The Acquisition therefore constitutes a connected transaction and is subject to the requirements of reporting, announcement and approval of the Independent Shareholders at the EGM.

The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, to approve the Sale and Purchase Agreements and the Acquisition. Mr. Li and his associates (as defined under the Listing Rules) are required to abstain from voting in respect of the Sale and Purchase Agreements and the Acquisition at the EGM.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all three independent non-executive Directors, namely Mr. Cheung Sai Ming, Mr. Chen Xue Dao and Mr. Tang Yue has been established to advise the Independent Shareholders as to whether the terms of the Sale and Purchase Agreements and the Acquisition are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

We, KGI Capital Asia Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether or not the terms of the Sale and Purchase Agreements and the Acquisition are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have relied on the information, financial information and facts supplied, and the opinions and representations expressed to us by the Company, the Directors and the management of the Company. We have also assumed that all such information, financial information, facts, statements of belief, opinion and intention and representation made to us by the Directors or referred to in the Circular were reasonably made after due and careful enquiry and are based on honestly-held opinions. We have no reason to doubt the truth, accuracy and completeness of the information and representations referred to in the Circular and provided to us by the Company, the Directors and the management of the Company. We have been advised by the Directors that no material facts have been omitted from the information provided to us and referred to in the Circular. We have also assumed that all statements of intention of the Company, the Directors and the management of the Company as set out in the Circular will be implemented. We have assumed that all information and representations made or referred to in the Circular and provided to us by the Company, the Directors and the management of the Company, for which they were solely and wholly responsible, were true, complete and accurate at the time they were made and shall continue to be true, complete and accurate at the date of the EGM.

– 14 –

LETTER FROM KGI CAPITAL

In formulating our opinion, we have obtained and reviewed relevant information and documents provided by the Company, the Directors and the management of the Company in connection with the Acquisition and discussed with the management of the Company so as to assess the fairness and reasonableness of the terms of the Sale and Purchase Agreements and the transactions contemplated thereunder. Relevant information and documents included, among other things, the annual report of the Company for the financial year ended 31 December 2008, the interim report of the Company for the six months ended 30 June 2009 (the “2009 Interim Report”), the Sale and Purchase Agreements, the Tenancy Agreement and the valuation report prepared by RHL Appraisal Limited in respect of the Property. We believe that we have reviewed sufficient information to enable us to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion regarding the terms of the Sale and Purchase Agreements and the transactions contemplated thereunder. We have not, however, carried out any independent verification of the information and representations provided to us by the management of the Company and the Directors nor have we conducted any form of independent investigation into the businesses and affairs, financial position or the future prospects of the Company, China Elite or their respective subsidiaries or associated companies. We have not studied, investigated nor verified the validity of all legal aspects of, and procedural aspects for, the Acquisition. We have not investigated nor verified the title/ownership of the Property nor have we scrutinized the original documents to verify ownership or to verify any amendments which may not appear on the copies of the documents. We have further assumed that all material governmental, regulatory or other consents, waivers, authorisations, clearances and approvals necessary for the effectiveness and implementation of the Acquisition will be obtained without any adverse effect on the Group or the contemplated benefits to the Group as derived from the Acquisition.

Our opinion is necessarily based upon the financial, economic, market, regulatory and other conditions as they existed on, and the facts, information, representations and opinions made available to us as of, the Latest Practicable Date. Our opinion does not in any manner address the Company’s own decision to proceed with the Acquisition. We disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting the opinion expressed herein, which may come or be brought to our attention after the Latest Practicable Date. Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Sale and Purchase Agreements and the transactions contemplated thereunder, we have taken the following principal factors and reasons into consideration:

– 15 –

LETTER FROM KGI CAPITAL

Major terms of the Sale and Purchase Agreements

The 1st Sale and Purchase Agreement

On 10 November 2009, the 1st Sale and Purchase Agreement was entered into between China Elite, as the purchaser, and Mr. Li, as the Vendor, pursuant to which the Vendor agreed to sell, and China Elite agreed to purchase, the 1st Property subject to the terms contained therein. China Elite is an indirect wholly-owned subsidiary of the Company and is principally engaged in the provision of CRM services to the PRC and overseas customers of the Group. Mr. Li is an executive Director, chief executive officer and a substantial shareholder of the Company.

The 1st Property comprises the first level of an industrial building with a total gross floor area of approximately 1,025 square meters. The 1st Property is currently leased to China Elite under the Tenancy Agreement which will expire on 31 December 2009. Upon Completion, the 1st Property will continue to be used as one of the Group’s CRM centres and offices and the parties to the Tenancy Agreement have agreed to terminate the Tenancy Agreement upon Completion without any claims against each other.

The consideration under the 1st Sale and Purchase Agreement is RMB5,570,000 (approximately HK$6,322,000), which shall be paid by cash according to the schedule as set out in the section headed “The 1st Sale and Purchase Agreement – Consideration” in the Letter. The conditions to the 1st Sale and Purchase Agreement are set out in the section headed “The 1st Sale and Purchase Agreement – Conditions” in the Letter. In the event that the condition(s) to the 1st Sale and Purchase Agreement has not been fulfilled on or before 31 December 2009, any amount paid by China Elite to Mr. Li under the 1st Sale and Purchase Agreement shall be refunded to China Elite on 31 December 2009 without interest.

The 2nd Sale and Purchase Agreement

On 10 November 2009, the 2nd Sale and Purchase Agreement was entered into between China Elite, as the purchaser, and Mr. Li, as the Vendor, pursuant to which the Vendor agreed to sell, and China Elite agreed to purchase, the 2nd Property subject to the terms contained therein.

The 2nd Property comprises a portion of an industrial building with a total gross floor area of approximately 6,425 square meters. The 2nd Property (except Unit B on Level 4 which is currently owned by Mr. Li and upon Completion the said Unit B on Level 4 will also be owned and occupied by the Group) is currently leased to China Elite under the Tenancy Agreement which will expire on 31 December 2009. Upon Completion, the 2nd Property will continue to be used as one of the Group’s CRM centres and offices and the parties to the Tenancy Agreement have agreed to terminate the Tenancy Agreement upon Completion without any claims against each other.

– 16 –

LETTER FROM KGI CAPITAL

The consideration under the 2nd Sale and Purchase Agreement is RMB34,930,000 (approximately HK$39,648,000), which shall be paid by cash according to the schedule as set out in the section headed “The 2nd Sale and Purchase Agreement – Consideration” in the Letter. The conditions to the 2nd Sale and Purchase Agreement are set out in the section headed “The 2nd Sale and Purchase Agreement – Conditions” in the Letter. In the event that the condition(s) to the 2nd Sale and Purchase Agreement has not been fulfilled on or before 31 December 2009, any amount paid by China Elite to Mr. Li under the 2nd Sale and Purchase Agreement shall be refunded to China Elite on 31 December 2009 without interest.

As stated in the Letter, the terms of the 1st Sale and Purchase Agreement and the 2nd Sale and Purchase Agreement are on normal commercial terms which were determined after arm’s length negotiations between the Group and the Vendor by reference to an independent assessment of the indicative valuation of the Property conducted by RHL Appraisal Limited, an independent valuer (the “Independent Valuer”). We have reviewed the 1st Sale and Purchase Agreement and the 2nd Sale and Purchase Agreement and no abnormal or unusual clause is noted. As such, we concur with the Directors’ view that the terms of the Sale and Purchase Agreements are on normal commercial terms.

The consideration and valuation of the Property

The aggregate consideration of the Acquisition of RMB40,500,000 (approximately HK$45,970,000) has been agreed by the Group and Mr. Li after arm’s length negotiations and has been determined with reference to the indicative valuation of the Property of RMB40,500,000 (approximately HK$45,970,000) as of 23 October 2009 appraised by the Independent Valuer.

We have discussed with the Independent Valuer and have reviewed and assessed the basis and methodologies adopted by the Independent Valuer in conducting the valuation of the Property. As stated in the valuation report, the valuation of the Property represents the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion. In arriving at the value of the Property, the Independent Valuer had adopted direct comparison approach by making reference to comparable sales transactions as available in the relevant market and had also taken into account the rental income derived from the existing tenancy with due allowance for the reversionary income potential of the property interests. We note that this is a commonly-adopted approach for property valuation. In addition, in the course of our discussion with the Independent Valuer, nothing material has come to our attention that would lead us to believe that the valuation report of the Property prepared by the Independent Valuer is not true or omits a material fact.

Based on the above, in particular that the aggregate consideration of the Acquisition is equal to the indicative market valuation of the Property as at 23 October 2009 as appraised by the Independent Valuer, we are of the view that the total consideration of the Acquisition is fair and reasonable so far as the Company and the Independent Shareholders are concerned.

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LETTER FROM KGI CAPITAL

Reasons for and benefits of the Acquisition

The Group is a CRM outsourcing service provider focusing on Hong Kong, Macau and the PRC markets. The Group currently occupies the Property (except Unit B on Level 4 which is currently owned by Mr. Li and upon Completion the said Unit B on Level 4 will also be owned and occupied by the Group) under the Tenancy Agreement at a monthly rental payment of RMB85,000 (approximately HK$97,000), which will expire on 31 December 2009. As stated in the Letter, the Group intends to acquire the Property and continue to use it as the Group’s CRM services centres and offices. The Directors are of the view that the Acquisition will help the Group in saving future rental expenses in the long run and will reduce the continuing connected transaction of the Company.

Having considered the above and given that the Group has been leasing the Property (except Unit B on Level 4) and using it as its CRM services centres and offices since 8 October 2007 under the Tenancy Agreement, we are of the view that the Acquisition is in line with the Group’s business development and would reduce certain rental and administrative expenses of the Group. Therefore, although we consider the entering into the Sale and Purchase Agreements is not in the ordinary and usual course of business of the Group, we concur with the views of the Directors that the Acquisition is in the interests of the Company and the Shareholders as a whole.

Funding of the Acquisition

As stated in the Letter, the aggregate consideration of the Acquisition of RMB40,500,000 (approximately HK$45,970,000) will be funded by internal resources of the Group.

As stated in the 2009 Interim Report, the Group had an unaudited cash balance of approximately HK$444.5 million and had no outstanding bank loan as at 30 June 2009. The management of the Company advised that save as the aggregate consideration of the Acquisition to be paid by the Group, there has not been any material adverse change to the cash balance of the Group subsequent to 30 June 2009. Based on the above, we consider that the Group has necessary financial resources to finance the Acquisition and the Acquisition will not have any material adverse impact on the working capital position of the Group and will not affect the Group’s normal business activities.

Possible financial effects on the Group

Effects on the earnings

Upon completion of the Acquisition, the Group will continue to use the Property as its CRM centres and offices and the Tenancy Agreement will be terminated. As a result, the Group will no longer incur such rental expenses of RMB1,020,000 (approximately HK$1,158,000) per annum as under the Tenancy Agreement after the Completion. In addition, the Directors confirmed that after completion of the Acquisition, depreciation expenses of the Property of approximately RMB1,054,000 (approximately HK$1,196,000) per annum will be charged to the consolidated income statement of the Group. As the depreciation expenses and the reduced rental expenses resulting from the Acquisition will

– 18 –

LETTER FROM KGI CAPITAL

almost offset each other, we consider that the Acquisition will not result in any material adverse impact to the financial performance of the Group.

Effects on financial position and gearing ratio

As the aggregate consideration for the Acquisition will be financed by the internal resources of the Group, the cash balance of the Group will be reduced by such amount of the aggregate consideration and the non-current assets of the Group will be increased accordingly upon Completion. In addition, the Directors confirmed that the Acquisition will not have any material adverse effect on the financial position and gearing ratio of the Group.

Based on the above, it appears that the Acquisition will not have any material adverse effect on the financial performance, financial position and gearing ratio of the Group. However, the Independent Shareholders should be reminded that the above analysis is for illustration and reference purposes only.

RECOMMENDATION

Having considered the above principal factors and reasons, we consider that the terms of the Sale and Purchase Agreements are on normal commercial terms and the Acquisition is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders and recommend the Independent Shareholders to vote in favour of the ordinary resolution to approve the Sale and Purchase Agreements and the Acquisition, which will be proposed at the EGM.

Yours faithfully, For and on behalf of

KGI Capital Asia Limited Laurent Leung Jimmy Chan Director Senior Vice President

– 19 –

APPENDIX I

VALUATION REPORT ON THE PROPERTY

The following is the text of a letter and valuation certificate, prepared for the purpose of incorporation in this circular received from RHL Appraisal Ltd., an independent valuer, in connection with its valuation as at 23 October 2009 of the property interests to be acquired and occupied by the Group.

==> picture [58 x 58] intentionally omitted <==

永利行評值顧問有限公司 RHL Appraisal Limited Corporate Valuation & Advisory

T +852 2730 6212 F +852 2736 9284 Room 1010, 10/F, Star House Tsimshatsui, Hong Kong

24 November 2009

The Directors International Elite Ltd. Room 3809-3810 Hong Kong Plaza 188 Connaught Road West, Hong Kong

Dear Sirs,

INSTRUCTIONS

We were instructed by International Elite Ltd. (referred to as the “Company”) to value the property interests to be acquired and occupied by the Company and its subsidiaries (hereinafter together referred to as the “Group”) in the People’s Republic of China (referred to as the “PRC”), we confirm that we have carried out property inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the property interests as at 23 October 2009 (referred to as the “Valuation Date”).

This letter which forms part of our valuation report explains the basis and methodologies of valuation, clarifying assumptions, valuation considerations, title investigation and limiting conditions of this valuation.

BASIS OF VALUATION

Our valuation of the property interests represents their market value which we would define as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion”.

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APPENDIX I

VALUATION REPORT ON THE PROPERTY

VALUATION METHODOLOGIES

In arriving at the value of the property interests, we have adopted direct comparison approach by making reference to comparable sales transactions as available in the relevant market and have also taken into account the rental income derived from the existing tenancy with due allowance for the reversionary income potential of the property interests.

VALUATION CONSIDERATIONS

In valuing the property interests, we have complied with all the requirements contained in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards on Properties (First Edition 2005) published by The Hong Kong Institute of Surveyors effective from 1 January 2005.

VALUATION ASSUMPTIONS

Our valuations have been made on the assumption that the owner sells the property interests in the market without the benefit of a deferred term contract, leaseback, joint venture, management agreement or any similar arrangement, which could serve to affect the values of the property interests.

We have assumed that the owner of the property interests has a free and uninterrupted right to use the property interests for the whole of the unexpired term. We have assumed that the owner of the property interests has the right to sell, mortgage, charge or otherwise disposes of the property interests to any person at a consideration without payment of any additional premium or substantial fee to government authorities.

No allowance has been made in our report for any charges, mortgages or amounts owing on any of the property interests valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their values.

Other special assumptions of the property interests, if any, have been stated out in the footnotes of the valuation certificates attached herewith.

TITLE INVESTIGATION

We have been shown copies of various title documents including two copies of Certificates of Real Estate Ownership relating to the property interests and have made relevant enquiries. However, we have not examined the original documents to verify the existing titles to the property interests in the PRC and any material encumbrances that might be attached to the property interests or any lease amendments. We have relied considerably on the information given by the Group’s PRC legal adviser – Li & Partners Attorneys at Law (廣東聖天平律師事務所), concerning the validity of the titles to the property interests to be acquired by the Group.

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APPENDIX I

VALUATION REPORT ON THE PROPERTY

All legal documents provided by the Group have been used for reference only. No responsibility regarding legal title to the property interests is assumed in this valuation report.

LIMITING CONDITIONS

We have inspected the exterior and, where possible, the interior of the property interests. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the property interests are free of rot, infestation or any other structural defects. No tests were carried out on any of the services.

We have not carried out detailed site measurements to verify the correctness of the site areas in respect of the property interests but have assumed that the site areas shown on the documents handed to us are correct. All documents and contracts have been used as reference only and all dimensions, measurements and areas are approximations. No on-site measurement has been taken.

We have relied to a considerable extent on the information provided by the Group and have accepted advice given to us by the Group on such matters as statutory notices, easements, tenure, planning approvals, particulars of occupancy, site and floor areas and in the identification of the property interests.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also sought confirmation from the Group that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

Liability in connection with this valuation report is limited to the client to whom this report is addressed and for the purpose for which it is carried out only. We will accept no liability to any other parties or any other purposes.

This report is to be used only for the purpose stated herein, any use or reliance for any other purpose, by you or third parties, is invalid. No reference to our name or our report in whole or in part, in any document you prepare and/ or distribute to third parties may be made without written consent.

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APPENDIX I

VALUATION REPORT ON THE PROPERTY

EXCHANGE RATE

All monetary sums stated in this report are in Renminbi (“RMB”).

Our valuation certificate is attached.

Yours faithfully, For and on behalf of RHL Appraisal Ltd.

Serena S. W. Lau

FHKIS, AAPI, MRICS, RPS(GP), MBA(HKU) Managing Director

Ian K. F. Ng

MBA BSc(EstMan) BSc MHKIS MRICS RPS(GP) Senior Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor with over 18 years’ experience in valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Lau is an Associate of Australian Property Institute, a chartered surveyor of The Royal Institution of Chartered Surveyors, a Fellow of The Hong Kong Institute of Surveyors as well as a registered real estate appraiser in the PRC.

Mr. Ian K. F. Ng is a Registered Professional Surveyor with over 6 years’ experience in valuation of properties in HKSAR, Macau SAR and mainland China. Mr. Ng is a Professional Member of The Hong Kong Institute of Surveyors as well as a chartered surveyor of The Royal Institution of Chartered Surveyors.

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APPENDIX I

VALUATION REPORT ON THE PROPERTY

VALUATION CERTIFICATE

Property Interests to be acquired and occupied by the Group

Property

Description and tenure

Particulars of occupancy

Market value in existing state as at 23 October 2009

Levels 1 to 7, No.67 West Tang Xin Street, Guanghua Road, Baiyun District, Guangzhou City, Guangdong Province, the PRC

The property comprises various portions of Levels 1 to 7 of a 7-storey non-residential building completed in about 1997.

The total gross floor area of the property is approximately 7,450.6 square meters.

The land use rights of the property were granted for a term of 50 years commencing on 16 April 1998 for industrial use.

Portions of the property, as at the Valuation Date, with a total area of approximately 6,094 square meters were subject to a tenancy for a term commencing on 8 October 2007 and expiring on 31 December 2009 for office and customer relationship management service centre uses at a monthly rental of RMB85,000 inclusive of taxes on business (營業稅) and tenancy registration fee (租賃登記費稅費) etc..

RMB40,500,000

(Renminbi Forty Million and Five Hundred Thousand Only)

As advised by the Group, the remaining portions of the property were owner-occupied by Li Kin Shing (李健誠) for office use.

Notes:

1. Pursuant to a Certificate of Real Estate Ownership – Yue Fang Di Zheng Zi Di No. C5799747 dated 10 August 2007 issued by the Bureau of Land Resources and Housing Management of Guangzhou City, the ownership of a portion of the property (Re: Level 1, No.67 West Tang Xin Street) with a gross floor area of approximately 1,025.25 square meters is vested in Li Kin Shing (李健誠) for non-residential use. As stipulated, the land use rights were granted for a term of 50 years commencing on 16 April 1998 for industrial use.

2. Pursuant to a Certificate of Real Estate Ownership – Yue Fang Di Zheng Zi Di No. C5799746 dated 10 August 2007 issued by the Bureau of Land Resources and Housing Management of Guangzhou City, the ownership of the remaining portions of the property (Re: Levels 2-7, No.67 West Tang Xin Street) with a total gross floor area of approximately 6,425.35 square meters is vested in Li Kin Shing (李健誠) for non-residential use. As stipulated, the land use rights were granted for a term of 50 years commencing on 16 April 1998 for industrial use.

3. Pursuant to a tenancy agreement dated 8 October 2007 entered into between Li Kin Shing (李健誠) (the “Landlord”), a director of the Group, and China Elite Info. Co., Ltd. (the “Tenant”), an indirect wholly-owned subsidiary of the Company, the Landlord leased portions of the property with a total area of approximately 6,094 square meters to the Tenant for a term commencing on 8 October 2007 and expiring on 31 December 2009 for office and customer relationship management service centre uses at a monthly rental of RMB85,000 inclusive of taxes on business (營業稅) and tenancy registration fee (租賃登 記費稅費) etc. relating to the tenancy.

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APPENDIX I

VALUATION REPORT ON THE PROPERTY

1. As advised by the Company, the property is currently occupied by the Group and Li Kin Shing (李健誠) for office and customer relationship management service centre uses. In the course of valuation, we have assumed that the existing uses of the property are legal and protected under the PRC laws.

2. The major certificates of the property are summarized as follows:

Certificates of Real Estate Ownership

Yes

1. We have been provided with a legal opinion regarding the property interests by the Group’s PRC legal advisers, which contains, inter alia , the following:

2. (i) Li Kin Shing (李健誠) has ownership of the property;

3. (ii) portions of the property were subject to a tenancy agreement as mentioned in Note 3 stated above;

4. (iii) Li Kin Shing (李健誠), subject to the tenancy agreement, is entitled to freely dispose of the property in the market; and

5. (iv) the property is not subject to any mortgage.

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APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. SHARE CAPITAL

As at the Latest Practicable Date, the authorised and issued share capital of the Company were as follows:

Authorised: HK$ 4,000,000,000 ordinary share(s) of HK$0.01 each 40,000,000 Issued and fully paid or credited as fully paid: 946,200,000 ordinary share(s) of HK$0.01 each 9,462,000

3. INTERESTS OF DIRECTORS AND CHIEF EXECUTIVES OF THE COMPANY

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executives of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or (b) were required, pursuant to section 352 of the SFO, to be entered in the register required to be kept by the Company, or (c) were required, pursuant to the Model Code as

– 26 –

APPENDIX II

GENERAL INFORMATION

set out in appendix 10 to the Listing Rules adopted by the Company, to be notified to the Company and the Stock Exchange, were as follows:

	Company/	Number	of Shares	held
	Associated	Personal	Family	Corporate	Total of	Percentage
Name of Director	corporation	Interests	Interests	Interests	Interests	of Equity
Mr. Li Kin Shing	Company_(Note 1)_	2,680,000	–	684,000,000	686,680,000	72.57%
Ms. Kwok King Wa	Company_(Note 2)_	–	–	–	686,680,000	72.57%
Ms. Li Yin	Company_(Note 3)_	–	–	–	–	–
Mr. Li Kin Shing	Ever Prosper	500	465	–	965	96.5%
	International
	Limited
	(“Ever Prosper”)
	(Note 4)
Ms. Kwok King Wa	Ever Prosper	465	500	–	965	96.5%
	(Note 4)
Ms. Li Yin	Ever Prosper	35	–	–	35	3.5%
	(Note 3)

Notes:

1. The 684,000,000 Shares are owned by Ever Prosper, which is owned as to 50% and 46.5% by Mr. Li Kin Shing and Ms. Kwok King Wa respectively. The 2,680,000 Shares are owned by Mr. Li Kin Shing in person. Mr. Li Kin Shing is the spouse of Ms. Kwok King Wa. Accordingly, Mr. Li Kin Shing is deemed to be interested in the 686,680,000 Shares under the SFO.

2. The 684,000,000 Shares are owned by Ever Prosper, which is owned as to 50% and 46.5% by Mr. Li Kin Shing and Ms. Kwok King Wa respectively. The 2,680,000 Shares are owned by Mr. Li Kin Shing in person. Ms. Kwok King Wa is the spouse of Mr. Li Kin Shing. Accordingly, Ms. Kwok King Wa is deemed to be interested in the 686,680,000 Shares under the SFO.

3. Ms. Li Yin holds 3.5% of the issued share capital of Ever Prosper, which in turn holds 72.29% of the issued share capital of the Company. Therefore, she will have an attributable interest of 2.53% of the issued share capital of the Company.

4. Mr. Li Kin Shing and Ms. Kwok King Wa respectively holds 500 and 465 shares of the share capital of Ever Prosper, with the nominal value US$1 per share. Mr. Li Kin Shing and Ms. Kwok King Wa are the spouse of each other. Accordingly, Mr. Li Kin Shing and Ms. Kwok King Wa are deemed to be interested in the Shares under each other’s name under the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executives of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or (b) were required, pursuant to section 352 of the SFO, to be entered in the register required to be kept by the Company, or (c) were required, pursuant to the Model Code adopted by the Company, to be notified to the Company and the Stock Exchange.

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APPENDIX II

GENERAL INFORMATION

4. INTERESTS OF THE SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as it is known to the Directors, the persons (other than the Directors or chief executive of the Company) with interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or which would be recorded in the register of the Company required to be kept under section 336 of the SFO or who are directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group were as follows:

Long position in Shares:

			Approximate
		Number of	percentage
Name	Capacity	Shares	of interests
Ever Prosper	Beneficial owner	684,000,000	72.29%
		(Note 1)

Note:

1. The 684,000,000 Shares are owned by Ever Prosper which is owned as to 50%, 46.5% and 3.5% by Mr. Li Kin Shing, Ms. Kwok King Wa and Ms. Li Yin respectively. Mr. Li Kin Shing is the spouse of Ms. Kwok King Wa.

Save as disclosed above, as at the Latest Practicable Date, so far as is known to the Directors or chief executives of the Company, no other persons (not being a Director or chief executive of the Company) had any interests or short positions in the Shares or underlying Shares which are required to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, nor were there any persons, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or held any option in respect of such capital.

5. CLAIMS AND LITIGATIONS

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

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APPENDIX II

GENERAL INFORMATION

6. SERVICE CONTRACTS

Each of Ms. Kwok King Wa, Mr. Li Kin Shing, Ms. Li Yin, Mr. Wong Kin Wa, and Mr. Li Wen entered into a service contract with the Company for an initial term of 3 years commencing from 16 October 2007. On 25 May 2009, each of Ms. Kwok King Wa, Mr. Li Kin Shing, Ms. Li Yin, Mr. Wong Kin Wa, and Mr. Li Wen entered into a supplemental service agreement with the Company. The service contracts shall be terminated by either party giving not less than 3 months prior notice in writing.

Each of Mr. Tang Yue, Mr. Chen Xue Dao and Mr. Cheung Sai Ming entered into a service contract with the Company for a period of 3 years commencing from 16 October 2007. On 25 May 2009, each of Mr. Tang Yue, Mr. Chen Xue Dao and Mr. Cheung Sai Ming entered into a supplemental service agreement with the Company. The service contracts shall be terminated by either party giving not less than 3 months prior notice in writing.

Save as disclosed above, none of the Directors have any existing or proposed service contract with any member of the Group which is determinable by the Group within one year without payment of compensation other than statutory compensation.

7. COMPETING INTERESTS

Save as disclosed in the prospectus of the Company dated 11 October 2007 and the interim report of the Company dated 14 September 2009, none of the Directors or their respective associates had any interest in a business which competes or may compete with the business of the Group as at the Latest Practicable Date.

8. QUALIFICATION OF EXPERTS AND CONSENTS

The following is the qualification of the expert who has given opinion or advice which is contained in this circular:

Name Qualification KGI Capital Asia Limited a licensed corporation under the SFO to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities as set out in the SFO RHL Appraisal Limited an independent qualified property valuer

Each of KGI Capital and RHL Appraisal Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein a copy of its advice and/or references to its name, in the form and context in which they respectively appear.

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APPENDIX II

GENERAL INFORMATION

As at the Latest Practicable Date, each of KGI Capital and RHL Appraisal Limited was not beneficially interested in the share capital of any member of the Group nor had any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

9. INTERESTS IN ASSET AND CONTRACT

As at the Latest Practicable Date, save as disclosed in this circular and a sale and purchase agreement entered into, among others, between Mr. Li, Ms. Kwok King Wa and the Company dated 15 October 2009 and a deed of assignment executed by among others, the Company and Mr. Li dated 15 October 2009 in relation to the Company purchasing the entire equity interests in Star Global Technology Limited held by Mr. Li and Ms. Kwok King Wa at a consideration of HK$506,430 and assigning the loan in Star Global Technology Limited in the sum of HK$576,289 from Mr. Li to the Company, which constituted exempted connected transaction of the Company, none of the Directors nor any experts named in paragraph 8 in this appendix has since 31 December 2008, being the date of which the latest published audited financial statements of the Group were made up, any direct or indirect interests in any assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to any member of the Group. Star Global Technology Limited is a company incorporated in Hong Kong with limited liability, the principal business of which is investment holding. As at the Latest Practicable Date, the only investment of Star Global Technology Limited was the 40% equity interests in 廣東直通信息工程有限公司 (Guangdong Zhitong Info. Engineering Co., Ltd.), a company established in the PRC for the development of the transportation payment system.

Save as the interests of Mr. Li in the Sale and Purchase Agreements, none of the Directors was as at the Latest Practicable Date materially interested, directly or indirectly, in any contract or arrangement subsisting which was significant in relation to the business of the Group.

10. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2008, being the date of which the latest published audited financial statements of the Group were made up.

11. MISCELLANEOUS

• (a) The Company’s Company Secretary is Ms. Chan Wai Ching. Ms. Chan has over 25 years of experience in accounting, and is an associate member of the Hong Kong Institute of Certified Public Accountant and a fellow member of the Association of Chartered Certified Accountants. Ms. Chan holds a master degree of professional accounting from The Hong Kong Polytechnic University.

• (b) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

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APPENDIX II

GENERAL INFORMATION

• (c) This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of the Company at Room 3809-3810, Hong Kong Plaza, 188 Connaught Road West, Hong Kong during normal business hours on any Business Day from the date of this circular up to and including the date of the EGM:

• (a) the Sale and Purchase Agreements;

• (b) the letter from the Independent Board Committee, the text of which is set out on page 12 of this circular;

• (c) the letter from KGI Capital, the text of which is set out on pages 13 to 19 of this circular;

• (d) the valuation report set out in Appendix I to this circular;

• (e) the service contracts of the Directors as referred to in paragraph 6 of this appendix; and

• (f) the letters of consent from each of KGI Capital and RHL Appraisal Limited referred to in paragraph 8 of this appendix.

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NOTICE OF EGM

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INTERNATIONAL ELITE LTD. 精英國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of International Elite Ltd. (the “Company”) will be held at Plaza 1&2, Lower Lobby, Novotel Century Hong Kong, No. 238 Jaffe Road, Wan Chai, Hong Kong on Friday, 11 December 2009 at 10:00 a.m. (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolution (with or without modification) by way of poll as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “THAT

• (i) the acquisition of the premises situated at level 1, No. 67 West Tang Xin Street, Guanghua Road, Baiyun District, Guangzhou City, Guangdong Province, the PRC (中國廣東省廣州市白雲區廣花路棠新西街67號首層) and levels 2 to 7, No. 67 West Tang Xin Street, Guanghua Road, Baiyun District, Guangzhou City, Guangdong Province, the PRC (中國廣東省廣 州市白雲區廣花路棠新西街67號2-7層) (the “Property”) be and is hereby approved;

• (ii) the 1st Sale and Purchase Agreement (as defined in the circular of which this notice forms part (the “Circular”)) dated 10 November 2009 entered into between Mr. Li Kin Shing (the “Mr. Li”), an executive Director, chief executive officer and a substantial shareholder of the Company and China Elite Info. Co., Ltd. (“China Elite”) in relation to purchase of the 1st Property (as defined in the Circular) (a copy of the 1st Sale and Purchase Agreement has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated therein be and are hereby approved, confirmed and ratified in all respects and that any one or more of the directors of the Company be and are hereby authorised to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the 1st Sale and Purchase Agreement and completing the transactions contemplated thereunder with such changes as any such director(s) may consider necessary, desirable or expedient; and

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NOTICE OF EGM

• (iii) the 2nd Sale and Purchase Agreement (as defined in the Circular) dated 10 November 2009 entered into between Mr. Li and China Elite in relation to purchase of the 2nd Property (as defined in the Circular) (a copy of the 2nd Sale and Purchase Agreement has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated therein be and are hereby approved, confirmed and ratified in all respects and that any one or more of the directors of the Company be and are hereby authorised to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the 2nd Sale and Purchase Agreement and completing the transactions contemplated thereunder with such changes as any such director(s) may consider necessary, desirable or expedient.

On behalf of the Board International Elite Ltd. Kwok King Wa Chairman

Hong Kong, 24 November 2009

Head office and principal place of business in Hong Kong:

Room 3809-3810

Hong Kong Plaza 188 Connaught Road West Hong Kong

Notes:

1. A form of proxy to be used for the meeting is enclosed.

2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member. A proxy shall be entitled to exercise the same powers on behalf of a member who is an individual and for whom he acts as proxy as such member could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a member which is a corporation and for which he acts as proxy as such member could exercise if it were an individual member.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

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NOTICE OF EGM

1. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or adjourned meeting or poll concerned.

2. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy or by representative, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register.

3. The translation in Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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